SMFF: Part 2: Apes vs Reptiles
by D00dlebug
Summary: Second SMFF episode. With the Black stalker gone for the moment. Peter returns to his life, but not for long as his lab teacher starts doing some special experiments with Lizard DNA... Contains strong language, adult themes, violence and depression.
1. Chapter 1: Time is of the essence

Fran sat fidgeting. She always fidgeted, or talked. Mary-Jane knew her well enough now to have gotten used to her, but Ben hadn't. he sat there watching her hands move around, first of all she had started with a button, which she twiddled around with her thumbs. Then she had gone onto straightening the hem of her dress and moving her legs around to try and get comfortable. This had then led onto a full body movement and then a full body check. And now she was on to a button again. It was the button under the original and was white, like her dress with an intricate blue design that you could only notice if really close. Presently she stopped with her button and moved onto checking her perfect hair. Examining it in a door sized mirror sitting to their right. Ben sat there looking at her progress, and become more annoyed by the second. Eventually, as she returned to the button, he said "You look nice, by the way" Fran looked up at him and smiled.  
"Thanks, you don't look too bad yourself" Ben smiled back, the black suit was new, with a dulled blue striped shirt and a bright silvery/cream tie. His shined shoes where also new and shockingly coloured black also. Even his glasses where new, a nice slim shape with a slight tint in the light. The whole look suited him perfectly, he made him feel grown up. And it made him appear important to everyone else. Which he was. In the last five years Benjamin Sewell had become a famous man out of nothing. An actor, he had stared in several plays and films such as Dodgeball and SWAT. He had become a millionaire within two years and had recently even been selected to play the leading role in a film about Spider-Man. He was an active actor and enjoyed doing his own stunts, he had even done wire frame for one film. But the thing that had pulled him into the role more than anything else was the leading lady, Josephine Webb. He had fallen instantly for her, and the part had from that moment been destined for him.

Fran and Mary-Jane were here for a different film, taking place in the set next door. This was a big success for Mary-Jane and an even larger one for Fran, who had just got out of a long-standing contract with her modelling company. She was beautiful and she knew it. Her long legs and tight clothes turned heads and many men were likely to watch the film just for her scenes. Mary-Jane was less known, she had been the lead in a play a couple of years ago and had had a brief stint of Broadway two months ago but after that hadn't even had a proper job until she had been approached for this part. The movie was a horror film and at first Mary-Jane had been reluctant to star in it but she desperately needed a break and Peter had encouraged her until she accepted it. Now she was sat here with her new friend and co star Francesca Westwood and the famed actor Sewell. She felt happy, and even Fran's constant talking couldn't put her down. Just then Ben was called away and as he walked off Mary-Jane couldn't help imagining him in tights. He was going to make a good Spider-Man.

Mary-Jane sat quietly looking at her hands. She had told Peter to meet her at her flat at 8 and it was 6: 30 now. She only had to wait another couple of minutes while the director added bits to their scene and then she could go but she still found herself wanting to leave sooner. Fran on the other hand was wanting to leave for a very different reason…

Peter pulled himself up onto the remaining wooden boards of the jetty and pulled his mask up to his nose to couth up some water. Then he pulled it back down and looked around him. The thug had gone and he had to get inside the pier quickly to avoid drowning. He first noticed something wrong when he saw the vehicle door open. Cold rain blew in and his already soaked suit froze to him. He then noticed that the van had also gone. And then he saw the little spider shape on the floor.

It was his spider-tracker. And that meant that the 'Black Stalker' had already got away, along with half of the thugs Spider-Man had recently beaten. Spider-Man stared around him from a moment.  
"That's just not fair!" he shouted. Then he jumped through the vehicle door and swung up through the downpour searching for a speeding truck until he noticed a clock reading 7 O'clock. He only had an hour to get to Mary-Jane's apartment on the other side of the city. "Bugger" he cursed as he swung away through the storm.


	2. Chapter 2: Prank calls

Nick sat in his office and stared at his papers. He was impressed with his effort so far, intricate drawings of monster marshmallows stared grumpily back at him. He was a genius, a very clever one at that. He had inherited the OsCorp company off of the Osborn's because he had asked politely, he had a nice big house with a view of the Empire State building because he had bought it with money from his high ranking job, and he had been given a pay rise yesterday after a very important meeting with himself. Things were going his way…until..  
"Sir, sir, there's a message for you on line two" Dave called through from outside.  
"Thank you Dave" said Nick as he tore himself away from his important business and picked up the phone next to him. He punched in 'two' and put the handset to his ear.  
"Hello?" he asked timidly, he already had a bad feeling about who it would be.  
"Hello, this is General Slocum" Nick fell farther into his seat. He had been dreading this since the other day at the meeting.  
"Oh hello General, how good to hear from you again, how was the World Unity Fair?" there was a pause as the General thought. Nick could almost see the Generals pose. A look of confusion crossing his face. And then Nick realised why he was confused.  
"Nicolas, the World Unity Fair is tomorrow.." the General corrected him. Nicks cheeks burned but nobody was hear to see and Nick hadn't got to this position without having an answer for everything.  
"Yes, I know that, I just wanted to see if you realized yourself" Nick said quickly, he finished it with a little laugh just for show. In reality he was banging his head on the table.  
"Yes, well." THUD "What is that banging?" Nick stopped  
"David, you know, the new sectary?"  
"Oh yes, and what's he doing?"  
"I don't know, I'll ask him" Said Nick, he then got up, went to the door, and poked his head out through it. David was busy with his filing -as usual- "Erm, Dave" David looked up  
"Yes sir?"  
"What are you doing?"  
"Paperwork sir" he answered, pointing to the stack in front of him "got to have it done before Thursday sir"  
"Very good Dave, do continue" Nick answered as he slipped back into his office and sat down. He picked up the phone quickly and continued. "Paperwork, so be done by Thursday"  
"But its Friday now" said the General, shocked  
"Yes, but he did that last week. He's a genius really"  
"But, how did paperwork make that much noise?"  
"He's a nerd General, you have to understand that nerds do things differently to everyone else. They have their own language and everything"  
"Do they really? Well, all this is quite beyond the point, the fact is that you have failed me Nicolas, you have failed me **again**" his voice rose as he continued "Therefore, the board feels you have cause too much trouble and therefore, you are to resign within the next two days"  
"But sir!" said Nick desperately  
"Too late Brett, you have caused just enough to allow us to let you resign, but if you don't, then you will be fired" Nick slumped in his chair  
"Very well General" and as he said it he noticed what was wrong "Hang on, General Slocum isn't **on** the board, he also cannot tell me to resign, and he also doesn't sound like that!" the line was silent "Nice try Simkins but I think I'll be staying for a little longer!"  
"I almost had you there didn't I" said Simkins as he burst in smiling  
"Yes, it was very impressive, I'll give you that" said Nick as he stood up aswell, now all smiles. Now that the panic was over, the two could laugh about it. As Simkins left the phone rang again. Nick picked it up. "hello?" he said happily

"Hello, this is General Slocum" Nick smiled, laughed, and then playfully said  
"Simkins, this isn't as good on the second go, and you've changed the voice a little. Now stop pretending to be that pillock and get on with your work!" just as he went to hang up on the yelling caller, Simkins walked back in,  
"Did you call my name?" he asked innocently. Nick stared at him for a second, the colour draining from his face. Then he looked back at the phone, which was still yelling at him. Slowly, and worriedly, he brought it back to his ear.  
"Erm…hello, General?" He said quietly.

Spider-Man landed perfectly on the doorstep. People ran past, too busy trying to escape the thunderstorm to notice him as he rang the doorbell and checked over the flowers he had bought. There was a fuss inside for a second and he hid the flowers then the door sprang open to reveal Mary-Jane. Peter took a second to stare at her beauty then said "hi" producing the flowers from behind him. M.J.'s face lit up.  
"Hiya, how was your day?" she stepped to the side and allowed the costumed hero into her hall where he stood in front of the radiator to dry off.  
"Pretty good thanks, you?" M.J. closed the door and smiled again. Peter pulled off his mask and gloves and followed her into the living room.  
"Yeah it was, we're only a couple of scenes away from being finished" she smiled at him as she placed the flowers in a glass vase.  
"That's great!" he said, quite unnecessarily. Anyone else would have thought he was being sarcastic but Mary-Jane knew him well enough to see that he was serious. Peter beamed at her and she couldn't help smiling back. He looked so cute when he smiled. She picked up a towel and tossed it to him. Then she picked up her phone.  
"I got your text by the way, have you got a new mobile?" Peter shook his head under the towel.  
"No, it was a friends" he walked over to a stack of washing and grabbed a t-shirt, trousers and jacket that he had left that morning. Mary-Jane walked over to the kitchen. Peter suddenly caught a smell of the food and his mouth dribbled. Mary-Jane was a great chef. "What's for dinner?"  
"Roast dinner" Peter grinned, tonight was going to be a good night...


	3. Chapter 3: Happy relationships

Peter opened his eyes. Mary-Jane's beautiful face stared back. She was still asleep. She was so close that he could see the little freckles that shone on her cheeks. Her long red hair covered her mouth and Peter gently pulled it away and placed it back behind her. It shined in the dull morning light and she looked pretty hiding under the covers. He kissed her lightly on the lips.

Suddenly his Spider-Sense tingled at the back of his skull. He slowly rose out of bed. M.J moved in the bed and opened her eyes. Peter was lost in them. She smiled at him and he smiled back. Sitting up in the bed M.J looked at him questioningly.  
"Why did you get up so early?" Peter stared at her.  
"No reason, do you want some coffee?" The people of New York could live without Spider-Man for a couple of hours.  
"Yes please" She said, once again smiling. Peter left the room.

Meanwhile Benjamin Sewell surveyed his new study. He had just bought a gigantic house that had until recently been the Osborn's mansion. It was massive. He had brought in all his stuff and he had only filled in three rooms properly…and he was a film star. He decided he needed to have a waiting room, all big houses had them even if they weren't used. And the kitchen was of course needing food and accessories. He had hired the old butler aswell and allowed him some of the house to himself. More to fill up the place than generosity. But Ben did see a kindness in the old face, and loyalty. Which he had always liked to have from his friends. The man had turned out to be quite amusing and had helped out with the moving in even at 80. Ben smiled to himself thinking back to that. And know he sat at his new desk, in his new house in his new clothes looking at his computer screen. He didn't like computers, they had weird keyboards, but his five laptops were in his bedroom and that was two rooms away. He didn't fancy walking ten blocks for a different keyboard. He was busy searching for interesting things to fill up the house with. He had already ordered for one of the rooms to be turned into a giant bouncy rooms. "With all the walls, floor and ceiling turned into a bouncy castle thingy" he had so helpfully told Bernard earlier. But now he was out of ideas. Just then there was a knock on the old wooden doors and Bernard entered. Ben smiled as he turned to greet him.  
"Hello Bernard" Bernard looked at him, smiled, then said  
"Sir, there is a Miss Webb? Here to see you" Ben nodded  
"Thank you, please send her in" Bernard nodded once, turned, and then walked out of the room. There was a ten second gap, and then a quiet knocking at the door. Ben swivelled in his swivel chair -as only a professional could to stop facing the door. The top of a head was peeping around it, bright blue eyes shone out from under long straight black hair that shined from the heavy lighting. Sool felt his throat swell up as she stepped slowly into the room. She had a nice black dress on that fell loosely to her ankles where her high heeled shoes tapped the floor when she walked. Ben stared at her, and then focused his attention. Jo stared at him, trying to work out what he was doing, he was sitting there silent and staring… and then she realised. Jo had a smallish figure, but this only helped to point out what Ben was staring at, her boobs.  
"Erm…Ben?" she said hopefully. He shook himself and looked up.  
"Yes?" their eyes locked and Jo slowly walked into the room, Ben stood up as she cleared the large carpeted floor surprisingly quickly until they were inches apart. They got closer to each other as Jo opened her mouth a little..

SMACK

The bag connected perfectly and Ben went to the floor like a sack of bricks. His eyes watered as he looked back up at Jo, who was know staring at him angrily.  
"Don't stare at my boobs!" she said. But as she saw his face, she could help a tinge of something..  
"Sorry" he croaked. Jo felt bad and grabbed his arm and pulled him back to his feet. He sat heavily on the chair and it swivelled out from underneath him.  
"Ow!" for the second time Jo helped him up and he carefully sat on the seat. Jo knelt down beside him and looked up at his face worriedly.  
"Are you ok?" Ben looked down at her. He couldn't stay angry at her.  
"Yeah, I'm ok" he said tightly.  
"Good, I'm sorry" she looked at him with her big open eyes. "Would you like me too kiss it better?" Ben's head tilted to face her so fast his neck clicked, but he didn't care. With a little smile spreading across his face he answered "Maybe…"


	4. Chapter 4: On the film set

Fran looked up, the creature looked back at her with large round yellow eyes. M.J. sat in the corner, scared stiff. The creature struggled to get through the small door which it had lodged itself in, its long spiky arms waved around and its long nails clawed at the framework. Suddenly the rotten wood gave in and the monster fell through. It picked itself up and looked at Fran, dead in the eyes. Fran's eyes slowly widened and she let out a scream, a scream that woke Mary-Jane out of her paralyse. M.J. got to her feet, making sure not to make any noise to attract the monsters attention. She slowly walked towards the damaged door behind the giant monster as it slowly advanced on the helpless Fran. Fran's head turned quickly side-to-side, searching for a way out of this trap. Suddenly there was a thumping noise as Mary-Jane ran back into the room at the monster. The monster turned his head and suddenly let out a screech that shattered the few remaining shards of glass hanging in the windows. The creature shook its head back at Fran and she was covered in dark red blood. She screamed again and then forced herself to look up to where the creatures eye was ripped down the middle. She stared horrified at the awful site. The creature had tipped its head back and so its whole face was blooded. Mary-Jane appeared from behind the screaming lump and grabbed Fran's hand.  
"Come on, quick!" she shouted as the creature grabbed aimlessly in the dark room at the voices behind it's wall of blood. Fran got to her feet and the two girls ran at the door…

"Annnnd cut!" shouted the director. Mary-Jane sat down and panted, this movie was fun and she had got into it quickly, but it took a lot out of her. Fran, on the other hand, grabbed the knife and stabbed it several times into the machines back.  
"Bloody thing" she said angrily, looking at her stomach. Mary-Jane looked and saw a large slash along it.  
"What happened?" she asked shocked. Fran looked over at her.  
"The fucking claw got me when I stood up" a medic ran over and quickly cleaned it up. Then the director checked her and got a makeup team to replicate it so it could stay in. Mary-Jane sipped from a plastic cup of water and then walked over to the studio next door, she couldn't help peeking in as the crew attempted to write a history for her boyfriend.

As she watched, Ben was being hung upside down and Jo was waiting to come into it. They had taken some inspiration from when Spider-man had been given the key to the city and were using the upside-down kiss as a trademark for the film. M.J. almost laughed out loud as the memories came back. Jo looked pretty and Mary-Jane almost felt proud to have her acting 'her' out. Although the filming team didn't know it, they had made the history all wrong, but it would be good for Spider-Man to have a different origin to the Peter she knew and she knew it was good, but Sewell just couldn't BE Peter, he was too tall for a start, and he had weight trained for the part and although Spider-Man was muscled, his body was in perfect proportions, not TOO muscular like the actor in front of her, she was happy about Jo most of all though, because even if she had the wrong name, at least Spider-Mans girlfriend would have **big** breasts.

Spider-Man swung around the city,. His eyes were searching like spotlights for the missing H-Bombers and he was especially desperate to find their leader. He made a detour through an alley and almost crashed into a thug as he ran away from some police. Spider-Man swung his legs out in front of him and kicked the mugger in the face. The thief fell onto his back and Spider-Man landed on him, grabbed the stolen bag and jumped off again over to the police who stood watching. He handed the bag to the leading police officer. Webbed up the thief and then set off again. He had just reached central park when he realised what day it was.  
"Bugger, I need to get to collage" he said as he turned around and set off for the Empire State University…


	5. Chapter 5: The new teacher

When he got there, the lab was in ruins, the desks were upturned, equipment was smashed all over the room and a gooey green slime covered several walls and desks. Spider-Man stood at the door, framed in the dull morning sunlight. Peter looked around the ruined laboratory. Everywhere there was damage. The chairs were scattered as if they had grown feet.. but no eyes. The stools stood around in bits on tables, through tables, through windows and even stuck in doors. The tables were smashed, some straight through, others with a leg missing or tops ripped off and the steel frame left exposed. The science equipment itself was in a state so bad that many you couldn't even recognise anymore. What you could recognise were pieces of microscope bent in such a way to completely ruin any chance of a warranty, smashed splitters of glass conical flasks lying like powder over the slimy floor. The walls were green with algae and runny slime, water vapour formed off its sticky surface to crawl mist-like through the air to the ceiling where it slowly dripped back down on a never-ending circle. And right in the middle of it all, sitting as if hoping not to be found…was a camcorder. Spider-Man stared at it blankly for a second before stepping carefully and quietly into the room. He walked over to the doors and checked each one, the off rooms, hallways and storerooms were empty. Cloaked in a darkness despite the morning sun.

Peter slowly crept towards the camcorder, then, remembering his new-found safety, stood up straight and walked briskly to the camera which he picked up slowly and turned to his face. The screen was slightly cracked and there was a large dent in the side but apart from that it was ok. Peter pressed the switch and then the 'playback' button and the screen lit up, there was minor fizzing around the edges but then Dr. Connors face appeared happily on the screen. He was looking straight at it and was clearly attaching it to a stand on the desk Peter had found it under. There was a buzzing noise for a second and then the screen Connors started moving, attaching it to it's stand. He smiled into it and then turned away to sit down at the desk on screen, which now was laying in two parts.. On either side of the room. In the film however, the table now hosted several different pieces of equipment including telescopes, tubes, flasks and syringes.

"Dr. Curt Connors. Time is 8:47 PM. Ahem. Well, my regeneration serum is finally ready to test on a human- and what better guinea pig then myself. I-I know there are risks, but I can't allow a twist of fate to undo the natural order when science can correct it. If the unthinkable happens, please see that my wife and son get this letter." Spider-Man looked around the room and noticed a piece of paper stuck on the wall within the slime. He webbed it and pulled it to him, it detached from the wall with a slurping noise and then flew across into Peters outstretched fingers. The camcorder continued as Connors picked up a large syringe with a long thin needle and plunged it into his amputated arm. "Ow, stings more than I expected.." he pushed down the plunger and the liquid moved into his arm. Peter could see the stuff as it moved through, the veins showed through with a green glow. Infact, his whole stump of an arm seemed to have a green tint now, as if it was rotting on his shoulder. He looked quite ill, a thin trail of sweat trickled down his forehead. His eyes went watery and his hair suddenly looked wet. He hunched over the table and seemed to be trying to speak, eventually he managed only four words that were audible. "I…feel.. something.. Happening" then he fell from the table along with a stack of papers, there was a rusting as if something was running over them and then a loud scream came from Connors and then a large clawed hand appeared, it swept along the table and then vanished, but not before sending all the equipment flying. And then the video went dead as a flask hit the side.

Suddenly, a cloud covered the sun and the laboratory went dark. Peter put the recorder down and then went to remove his mask when there was a rustling from the direction of the fungus wall and Spider-Man spun around. Staring through the dim he saw a pair of bright green eyes glaring back. The light came back slightly as the sun passed a gap and a huge lizard wa shown, hanging on the wall. It was about human size if not slightly bigger and a pale green scaled skin. Its long tail swept side to side and it yellow teeth shone. It wore a stained white lab coat with one sleeve ripped at the elbow and as the sun once again hid behind a cloud, Peter knew…  
"Dr..Connors?" he slowly mumbled, almost as much to himself as the creature. The lizard seemed to recognise something in the voice.

"Peter? Peter, pleassse, leave now, don't ssstay here, I don't want to causssse you any harm" and with that the creature jumped out the nearest broken window and out into the city, leaving Peter standing shocked in the lab.


	6. Chapter 6: On the Job

Shriek walked down the street, moving through the crowd easily without causing any notice, which was helpful, every now and again, she would stop at a shop window, or a newspaper stand, or just to gaze into a park. Suspiciously it always seemed to be at the same time as a man about a hundred yards ahead would stop for various reasons of the same nature. Eventually, he stopped at a public toilets, and Shriek, clearly missing the sign also went into the men's….

Around three minutes later and she was out, but the man, didn't come out until a couple of days later when another person found him, he had been slashed in several places and died almost instantly. When Shriek heard the news she was with a client who suddenly became very happy, which was nice. The guy was a grumpy old git and as far as Shriek was concerned deserved it more than the man in the restroom, however, he was the one paying, and the dead man wasn't. they were sitting in his grubby nightclub at a corner table, Shriek was right against the corner and the man turned back to her as his henchman left.

"I'll take my money now, if you please" she said in a polite voice. The old gangster smiled at her greedily.  
"You should join us, have a fixed job" Shriek stared back at him  
"No thank you" she said back in icy tones "I work **alone**" the old man just smiled back at her and moved a bit closer, the smell of tobacco and gin filled her nostrils and she felt dirty just being this close.  
"But it must be…hard, without a fixed income. What about residence, must be hard to pay the rent sometimes"  
"I do well enough thank you" she answered slowly crawling back away along the dirty seats. The truth was she did very well, she lived right opposite central park in a giant beautiful house, it had everything she wanted, and she spent most of her free time there. In comparison to this smelly damp place, it was heaven.  
"Well, if your really sure" the gang lord said, he whistled to a man who came over with a shiny black briefcase, it looked completely out of place in this den, but Shriek wasn't complaining. When it was opened, it was full of hundred dollar bills. She smiled secretly and went to take it, but then the gang boss snapped it shut again. She looked angrily up at him but he didn't even flinch, his smile spread a bit more up his torn face as he moved even closer.  
"If you want the money, there is one thing you must also do for me…" he said, Shriek could also tell what he wanted and could also already tell that she wasn't getting the money without helping him.  
"What would you like?" she said with a smile on her face. He smiled wider as he saw she was up for it and then looked down at his crotch for a second to show her what he meant, she followed his gaze and realised that she had been right. The smile flickered on her face for the smallest of seconds and then was back. Slowly she moved up to him, the smell filled her senses and she could almost taste it. He was oily all over, even on his clothes with she slowly rubbed against.  
"Are you sure?" she asked him, as a final chance, but he missed the hint and grinned at her with rotten teeth.  
"Absolutely" he said as she reached inside his trousers…

His smile widened as he watched her hand go in but then there was a loud painful sounding crack and his eyes widened instead as he screamed out in agony. Shriek pulled her hand out and wiped it off on his clothes, then as he leaned forwards a bit she grabbed his head and smashed it through the table. He yelled as he pulled at his head and screamed out for his lost manhood. The other gang members were quickly at the table and she stood up, grabbing the case of payment, then she climbed onto the table and glared down at them. They all reached into their blazers for their various weapons but before they had a chance, Shriek smiled and jumped at the nearest one…

On a lighter note, Peter Parker was having quite a good day. He had just entered the Daily Bugle after taking some pictures of him in a fight, when he had seen some people talking about a giant lizard being seen near Central Park. This suited aswell as there were many places to hide. He finally had a place to start his search and collect his teacher back.

As he entered the main printing office he could hear the editor-in-chief J.J. having a rant about something that was just out of ear shot. As he neared the office door Betty Brant quickly came out and went to her desk to search something on her computer. As the door swung shut J.J. shouted out to Betty, "And find Parker!"  
"Hi Betty" Peter said as he reached her desk. Betty looked up and smiled at him.  
"Hi Pete, J.J. was calling for you just now"  
"Yeah, I heard" Peter said smiling. Betty smiled back.  
"Yes. Most of New York probably heard him" she said as Peter opened the doors and entered J.J's office.

The door shut behind him as he walked over to Jonah and Robbie. Who were both bent over a newspaper sitting on the desk, Jonah had stopped shouting and was staring intently at the front page of the Guardian. He seemed to be searching for something on the large picture on the front. The door shut with a click and J.J. looked up angrily. When he saw Peter he quickly got to his feet and marched over to him, were have you been? We've been searching everywhere for you, wanted to pay you extra! God forbid" he ranted as he pulled Peter over to the desk.  
"Sorry, Mr. Jameson. I didn't realise I..." he began but the mad reporter ignored him  
"There's been a spotting of a giant lizard in Central Park" he explained "Find it, take pictures and find out what it has to do with Spider-Man"  
"Spider-Man? What's he got to do with it?" said Peter indignantly  
"Well, it's a human sized animal, and it's causing problems!" answered Jameson. "Now go get me pictures!" Peter turned and walked out back through the offices and into the men's toilet where he quickly shut the cubicle door before taking off his clothes to reveal the Spider costume underneath. He webbed up to a skylight and quickly jumped out onto the roof. He then stood still for a second before running at the point of the Bugle and jumping off in the direction of Central park.


	7. Chapter 7: A stroll through the park

Spider-Man webbed through the city, people looked up at him as he swung passed; he zipped up to the top of a skyscraper and looked down at the scene in front of him. Central park was in chaos. The lizard had clearly overrun the place, there was screaming as police cars arrived at every entrance and sealed exits while rescue squads set out for the people still in the park. There was a scream as one the squads clearly found there prey and Spider-Man ran at the edge. But then there was a scream from the other side of the park and slightly of the middle. There was no way the Lizard could move like that! There was another scream from the middle and Spider-Man jumped off the roof. He skydived until he was at tree-top level and then zipped off up again straight into the park…

Fran sat down. M.J. was watching a news report on the TV in the cast lounge at the recording studio. As they watched, police ran in squads into central park, which had been cut off from the passers-by. The news reporter droned on when suddenly something came flying out of the park, it was Spider-Man. He flew through the air into one of the large police heavy vehicles. There were screams as he collapsed onto the ground and a giant creature climbed out onto the road. M.J. looked horrified as the lizard ran at Spider-Man, who was quickly getting back to his feet. As the lizard jumped at him he rolled off to the left and the creature smashed into the van. Mary-Jane turned to talk to Fran and then realised that she had left, shocked at the ignorance of it Mary-Jane turned back to the TV.

Spider-Man jumped at the creature and struck it in the small of the back with his fist. It smashed into the concrete and lay still. He suddenly realised that this creature was only a mutated human and didn't know what it was doing and quickly stopped himself from going further. Instead he webbed it up and left it for the police. As he jumped back into the park he ran over the information in his head. The lizard had not been Connors, which was clear from the shorter height and small lumps on its forehead. Therefore there was more than one, and Central Park was covered in little holes and bushes they could hide in, it also meant that more lizards were likely to appear soon if he didn't catch them all. He thought back to the lab, where Connors had used the toxin on himself, and suddenly an awful idea came to his head. What if Dr. Connors was infecting the other people? It was ridicules to think of the quiet professor from his collage but this new creature may be more than skin deep. He thought briefly back to the Black Symbiotic suit and how it had influenced his actions, what if that was happening here to the professor? He thought through it and realised that the fight he had just had was not really against a human, it had moved like a reptile more than a human, and it couldn't even talk. So it was easily possible.

Suddenly something ran out of the bush at him. Peter looked at it and quickly punched it hard on the forehead. It flipped and landed hard onto its front. Spider-Man looked down at it and realised it was a human. The man coughed and spluttered for a second then looked up and raised his arms to cover his head.  
"Please don't eat me mister lizard" he said pathetically. Spider-Man realised the implications immediately and looked through the bushes behind the man where he saw a pair of glowing yellow eyes staring back. Without a seconds thought he grabbed the struggling man and put him in a fireman's carry over his shoulders. He ran off back towards the exits and the man opened his eyes. "Your not a lizard!"  
"No, I'm Spider-Man" he answered as he jumped over a fallen tree and crashed through more bushes.  
"Did you hit me?" asked the man suspiciously. Peter recognised his voice from somewhere but continued.  
"Yes, but it was a mistake" he answered. The man thought this over for a second then adjusted himself so he could look in front.  
"Where are we going? Is there a Spider-Cave somewhere?" Spider-Man smiled under his mask.  
"No, we're getting out of the park"  
"Oh, ok. What if more of those lizard-guys find us?" he asked. And as if given the signal, a large brown lizard jumped out of the bushes to their left and smashed straight into them. Off balanced and caught off guard, Spider-Man lost his footing and crashed to the ground along with the man. Spider-Man jumped back to his feet and stood in front of the man, shielding him from the massive creature.

"Holy crap that was close. What a royal prick!" shouted the man from behind Spider-Mans shoulder. Spider-Man turned to tell him to shut up and recognised him as Nicolas Brett, the owner of OsCorp. He felt a twang of respect for him and but then a tail whipped into his side and he flew into a tree. The lizard watched the effect and then smiled at Nick.  
"Erm…hi?" he tried as the creature advanced on him. He slowly backed away from the creature until his back hit something solid and as he turned he saw another lizard, even bigger than the first. Bright green with sticking blue eyes and two large canines poking out of his move.  
"Shit…" he said lamely. While he stared at the new problem, the first lizard jumped at him. Nick turned around as the creature roared at him through the air. He let out a scream when suddenly the creature was hit in the side and went straight into a tree with Spider-Man on it's horned back, he was smashing its head into the tree when suddenly the second lizard jumped at Nick. Spider-Man looked around but knew it was too late. Suddenly something flew out of the trees next to Nick and caught the lizard in the side

The creature yelled in protest as it smashed into the undergrowth on the other side. There was sounds of crashing abut for a few seconds then the lizard came soaring back out of the ditch across the clearing and out the other side. The attacker jumped across as well and Spider-man had a glimpse of black before it vanished through the trees.

Spider-Man and Nick looked at each other for a second. Both as shocked as the other.

Nick scratched him head for a second, and then stood up.  
"Was that a woman?" he asked, walking over the hero. Spider-Man hadn't been able to tell but said "I think it might have been, whatever it is, I'm glad it's on our side, with that kind of agility. Nick stood next to him when suddenly the lizard flew out of the top of the trees it had been underneath. It landed in the clearing with a loud sickening thud and lay still. There was movement in the bushes for a second then a shape appeared within the darkness. Then it walked out into the sunlight. It was as Nick had guessed, a woman.

She was clad in skin tight black leather. Her long white hair fell over her shoulder as she straightened her furry white collar and smiled at the bewildered men. Nicolas felt a show of macho ability was needed and smiled before punching the lizard hard on the head. The woman cringed as Nick pulled his hand away and looking the creature he realised why, the monster had a series of small sharp points sticking out of its forehead and as he looked at his hand, he saw deep cuts over his fist. Spider-Man looked at him for a second.  
"Did that hurt?" he asked  
"No, didn't even realise" he answered. Then he shock his hand a little, it was hell. Spider-Man turned back to face the woman. She smiled. Her face was partially concealed behind a small painted black mask that ringed her eyes that stared out behind like lamps. Her costumes collar v-necked into a parting that ran to the bottom of her cleavage and the whole thing was skin tight black leather apart from white fur around her neck, on her arms and in a ring on her legs like long boots. Her fingers tipped into claws and as Spider-Man glanced at the lizard he saw deep gashes on it's back. She wore black lipstick which made her smile even more striking and she stood with her hips thrust to the side and fiddled with the diamond on the end of the necklace round her slender neck. She strutted towards him and he was so taken aback that he let her pin him against the tree before he got his voice.  
"Erm... who are you?" he asked sheepishly. She smiled at him and put her head next to his.  
"My name is Black Cat" she whispered into his ear as she stroked his chest with her sharp fingers. Nick looked at them for a moment.  
"I'll just… go over…there…for a bit" and so saying, turned on his heel and sat over by the lizard sprawled on the floor. He gave it a kick and then took out his phone. He searched through it, skipping past call and message until he reached games. But then he saw that he only had snake and didn't want anything to do with reptiles and so left it.

Black cat moved her hand over Spider-Mans muscles. He considered letting her but then thought of M.J. and pulled her away. She pouted at him and shone her large eyes at him in a way only a house pet could and he almost gave in but his love for Mary-Jane kept him from it. So he settled himself webbing up the lizards in one of the trees, then he dropped back down.  
"There's probably more of them around, We'd better get Mr. OsCorp here back to safety" Black Cat just stared at him. "Then we can come back in and search for the rest of them" Black Cat continued to stare. Spider-Man turned to Nick "Come on, we'd better go now" He lifted Nick onto his back and turned back to Black Cat, but she'd gone. Cursing, he jumped out towards the edge.


	8. Chapter 8: Paychecks for problems

Spider-Man sat on the skylight and watched the man, he knew he could't go in until the man had left but he needed his normal clothes and there was a large helicopter heading in his direction, and to make matters worse, he was desperate for a pee himself. Presently the man finished washing his hands and left. Once he was sure there was nobody around, he dropped in through into the cubicle below. He quickly dressed and hid his mask and gloves in his pockets and then ran into the main office. He paused at Betty's desk.  
"Hi Betty, I've got pictures for Mr. Jameson" he said. Betty looked up from her computer and smiled.  
"Go right in Pete, he's been waiting" she told him. He knocked on the door and then entered. J.J. was standing in front of his desk arguing with Robbie about something. They stopped as Peter entered.

"Parker? Where have you been! I ask you to get one picture just one picture, and you spend half the day doing it?" The editor ranted.  
"Actually Jonah, it's been about 15 minutes" said Robbie. Peter smiled at him before getting the pictures out of his wallet and handing them to J.J. who whipped them out of his hands and examined them closely. Peter had got right in on the lizards and there was no way J.J. couldn't be impressed.  
"Crap, crap, mega crap, not too crap, crap" he lied as he flicked through the pictures. He sniffed a second and then gave the pictures to Robbie.  
"What's the headline Jonah?" asked Robbie obediently. Jonah thought for a second.  
"Giant lizards rampage Central Park" he said dramatically. Robbie raised an eyebrow for a second then shrugged and turned away.  
"Ok" he said as he left. Jonah looked at Peter and smiled at him as he lit a new cigar.

"So how many were there?" he asked. Peter thought for a second.  
"Erm, ten.. No, eleven" he recounted. He still wasn't used to this way of payment, as a freelance he got paid on the quality and whether they were used, now he ad a fixed amount on how many they were. It was better this way, but it needed getting used to. Jameson wrote on a check and passed it to Peter who took it happily.  
"Now go, and get me more pictures" ordered Jonah as he picked up the phone and dialled in a number.  
"Ok, Mr. Jameson" said Peter obediently as he left the room.


	9. Chapter 9: Hotdogs and Coldblood

Peter sat on a bench and yawned. It was a good yawn, it was big, long and made a lot of noise (don't be rude!). He smiled to himself and took out his phone. He went to dial in Mary-Jane's number but then realised that she would be filming now. The last scene apparently, he looked forward to going to watch it. Mary-Jane was an amazing actor and Peter felt a little buzz pass through his body as he thought about going to the premiere with her. He couldn't wait.

A hot-dog seller was standing near the bench Peter was on and Peter thought he deserved a treat, so he got up. He bought a jumbo hot-dog with everything on it and a can of Coca-Cola. He smiled as he sat down on his bench to eat and he sat back against the warm wood of the bench. The sun was bright and there wasn't a cloud in the sky, the air was warm and not a wind insight. The hot dog was delicious and the coke freshened his dry throat. A trickle of sweat escaped from hi forehead and ran down his cheek. He wiped it up as he munched through his lunch.

Suddenly this dream-like day was interrupted when a loud clicking started coming from an alley between him and the hotdog stand. At first he ignored it, but when it growled he recognised the sound. He quickly turned on the bench and saw a giant green lizard jump out onto the back of the hotdog seller who was thrown into the grill and screamed in agony as his back was ripped and his face burnt. Peter jumped into the alley and emerged again as Spider-Man. He jumped at the lizard and grabbed its neck twisting it around so that the creature yelped and let go of the man. The man crumpled to the floor as he yelped in pain and clutched his face. Spider-Man jumped on the back of the lizard and ran him into a wall where it flopped to the floor. Spider-Man jumped to the hotdog seller and tenderly picked him up.  
"Are you ok? Can you walk?" he asked calmly and quietly. The hotdog man looked up through watery eyes.  
"Yeah, I can walk, I'm ok" he said. Spider-Man walked him over to some onlookers and asked them to phone for an ambulance.

There was a scream from the crowd and Spider-Man turned as the lizard grabbed the hotdog stand and ran towards the alley.  
"Hey! That's my stand!" shouted the seller angrily. Spider-Man jumped towards the lizard as it flicked out it's tongue to sucker the Hotdog Peter had been eating. Inside his mask, Peter glared as he shot out a web ball at the creatures tongue which splattered loudly. The tongue stopped and flew back at the lizard who started pulling the stuff from it's mouth. Spider-Man landed at his meal and grabbed the hotdog. He turned to the lizard only to find it gone. He ran into the alleyway and saw as the lizard jumped down into an open sewer, it's lid lay next to it. Spider-Man looked down into the dark dank space below, the drop was deep before the sewers below.

Suddenly there was a splash as the lizard landed and a thud as it hit the bottom of the shallow sludge. Spider-Man raised an eyebrow it the idea. But it was after all his job. Quickly he walked away from the smell of the sewers and lifted up his mask to reach his mouth where he stuffed the remaining hotdog in and ate quickly. Then he pulled down his mask drank what little drink wasn't spilt and then dived down into the reeking abyss below.


	10. Chapter 10: Sewer rat

For a second he just stood there, stood in the middle of the smelling water. Everything was black. Everything was hidden. Bits of rubbish and probably worse floated past, sometimes hitting his ankles as they continued their merry dance through the water. Compared to the bright warm sunlight from outside, this was freezing and pitch black. He had dived down through the manhole and only avoided smashing into the bottom by a lucky guess and a quick web. Now he stood in the dark, with his vision slowly clearing. He suddenly thought back to the Black Stalker and suddenly wanted his night vision contact lenses… or his pink gloves, he couldn't decide. He took a step and sunk two feet straight down into the sludge. He yanked at his leg and sunk another foot into the slime. He shot a web to the ceiling and zipped up to the ledge where he wiped off the sludge for a moment.

Then he heard it. A small scratching noise as something scurried along the ledge towards him. He spun around and braced himself. The scuttling continued towards him and picked up speed. Then it turned into bounds. Then he noticed there were several of them. And that they were quieter than he thought. Maybe they were leaving, he thought. But then a pack of rats appeared at the edge of his vision. He zipped to the ceiling to avoid them and they piled through. They came in swarms, fighting over each other and jostling for the lead. The unlucky ones fell into the water, but that didn't stop them, they swam on as if their lives depended on it.

As it so happens, it did.

A giant bright red lizard stampeded through the sewers underneath. Crushing all rats underfoot. Crunches sounded as it ran towards the manhole and leapt gracefully into the pipe.

SMACK

The lizard fell straight downwards into the slime and lay still. Spider-Man rubbed his fist, the creature had a large fat bony head and he wished he had down something else, but it had been a shock. And to be fair, it had worked. He dropped quickly down and ran off down the sewers the lizard had come from.

As he proceeded down the dark stinking sewers under Manhattan, he started to notice a more humid atmosphere. The walls started to become greener and he soon realised that it was the same weeds that had covered the University lab. Then he heard a shuffling and saw ahead of him a large metal door. Green tinted light spilled out of the open hole, lighting up the floating waste journeying through. He slowly advanced towards it. When he reached it he heard a hissing and slowly peered in through the open space.

Inside, Lizard Connors was at a table on which sat a normal human. The human was strapped to the table which long leather belts and was shaking and attempting to struggle out of them but in vain. Lizard was preparing a large syringe full of liquid and hissing a song to himself. Peter looked on shocked as the creature let out what sounded like a laugh and then turned towards the door to collect something from the table behind him.

This was the first time Peter had actually seen his teacher properly as the Lizard. And he had to stop himself gasping as he saw full on what the formula had done. Green lumpy scales covered the professors body, his arms had become skinnier but his muscles bigger and he hunched slightly as he stood, his hands had widened and the fingers had become long and pointy and the nails to claws. His feet had become longer and the toes wider apart, also with long claws. His teeth were long pointed fangs and saliva dribbled down his chin. His mouth itself had become larger and reached back to where his ears would be. His nose had gone and instead there was a large top lip with a snout at the top with two nostrils. His eyes had been pushed farther back around his head and had gone yellow. The top of the head ended just above the eyes and was bald. And two large ridges crowned the top eyelids. He still wore his lad coat and trousers. The coat was plain white but wet and slimy from exploring the sewers, it was ripped up his left arm with a final tear at the wrist where it stopped, the other side ended at the elbow where the new arm must have ripped through. His trousers where bluish purple and where soaked through. There was a hole at the knee on the left hand leg and a complete rip had occurred at the knee on the other side. And finally, a long tail leapt from his trousers and curled around searchingly. It was ribbed along it in a funny pattern of lumps and the way it moved reminded Spider-Man of Doctor Octopus' robotic arms.

As the Lizard turned back to it subject, it caught a glimpse of Spider-Mans head poking round the door. It smiled a toothy grin and spoke clearly but with long drawn out s'.  
"Ssssspider-Man, how nisssse of you to drap a vissssit" he called out. Spider-Man cursed himself for his clumsiness and stepped into the room.  
"Erm, hi" he said, beaten for the moment. The Lizard looked at him for a second, then at the hostage at his said, then back to Spider-Man. He then seemed to come to a decision.  
"Well, I wasssssss going to usssssse thissssss pathetic ssssssspecimen, but I feel that you would be a much greater asssset to my caussssse. You will be my greatesssssst lizard yet!" he said, steadily advancing on the trapped hero.  
"I hope you don't tell your other lizards you pick favourites" he said cockily while he searched for an exit. Then as the lizard jumped at him he ducked and rolled out to the side and turned back to face the lizard as he saw a small door leading to the mains to half of the Iron District. As the Lizard leapt again, Spider-Man jumped out of the way and ran full pelt at the rusted old door. It came away from it's fixings and Spider-Man rolled through. The lizard followed.


	11. Chapter 11: The shock treatment

Spider-Man stood completely still, he was rooted to the spot with shock, his whole body was tensed. A trickle of sweat dripped down his forehead and was soaked up by his mask. His arms were out of a defensive movement to stop himself if the worst happened, but now he realised that he couldn't move them to shoot a web. His legs wouldn't have moved even if he wanted them to. A piece of hair dropped down into one of his eyes but he had to resist from attempting to get it away.

Across the room, the lizard crouched, watching him with amusement. It's tail swinging lightly from side to side. A smile flickered across its bumpy lips, flashing its yellowish fangs. It scratched it's back without much thought and continued to stare at the helpless hero. Spider-Man was desperate now, and he knew that somewhere inside that reptile, his science teacher sat, fighting to gain control. He needed that side now. He looked desperately down at his off balance feet and wished for them to move backwards.

In front of him sat a giant generator. One of four in the room. They powered half of Iron District which now sat above the sewers that Spider-Man had got himself stuck in. He had journeyed down to this level to find the Lizard and had then been attacked by the villain to become a lizard himself. He had rolled out of the room into here and had got up to be confronted with this.

He quickly looked back towards the lizard who let out a giant yawn that opened the giant mouth to its limits. Spider-Man stared at him, shocked by his calmness. He felt as another drop of sweat tricked slowly down his cheek and looked back over to the animal watching him.  
"Dr. Connors, if you can hear me in there, please help" he called out desperately. The Lizard widened his eyes for a second then laughed a odd hacking laugh and stared at the hero.  
"Ssssssssso, you know how I am? Sssssspider-Man?" asked the Lizard thoughtfully. Spider-Man watched him as he got to his feet and stared at the hero searchingly.  
"Yes, and I know you're a good man!" shouted Spider-Man. Again the lizard merely laughed.  
"Yes, the mindlessssss Connorsssss was quite the sssssssamaritan wassssn't he? But he issss no more" spoke the Lizard as he crouched back down. Spider-Man felt his blood run cold as it sunk in that he wasn't getting his teacher back. And then he felt his feet starting to tilt him forwards.  
"He's in there somewhere!" cried out Spider-Man feverishly "And he's got more minds than you could ever have!" the Lizard growled fiercely at him but Spider-Man kept on "He's genius and your just a smelly reptile. Infact, he **made** you!"

"yes that's true" agreed the lizard "That was quite an achievement, but then given time, even an ape can read Shakespeare" laughed out the Lizard mercilessly. Spider-Man scowled "But then, that's all you humans are really, isn't it!?"  
"Well, let's think about you family tree then shall we?" said Spider-Man angrily "half of them haven't got legs and the rest…" he started. But then his feet fell forwards and he plunged towards the ten thousand volts generator.


	12. Chapter 12: SpiderMan vs Lizard

As Spider-Man fell towards the generator, he threw his hands up into the air and quickly shot out a web line. It connected with the roof and shot him upwards. But then the strands melted from the heat off the generator and he once again plunged downwards.

Suddenly, Lizard jumped at him and he was thrown away. The lizard landed on him and Spider-Man noticed his eyes had rolled backwards. But then they rolled back into place and Lizard stared at Spider-Man for a second before working out what he was doing. He quickly jumped off and grabbed the hero by the neck.  
"Erm..cheers?" tried Peter as he chocked in the reptiles grasp. The Lizard was looking confused. And Spider-Man realised that Lizard hadn't intended to save him. The creature was now looking very angry at something.  
"That won't happen again! No sssssssecond chanssssessssss!" he shouted in Spider-Mans face. Spider-Man waved a hand in front of his nose and breathed out.  
"Lizard my friend, you really need to try some breathe-mints!" he antagonised. The creature looked at him angrily and then spun around and threw Spider-Man at the generator he had just saved him from. Spider-Man quickly webbed to the side and stuck to the wall. Lizard growled at him and then ran full pelt at Spider-Man who easily flipped over his head and as the Lizard smashed into the wall, Spider-Man landed on his back.

The enraged creature grabbed at his back and found Spider-Man and pulled him easily off. The coat ripped where Spider-Man held on but the Lizard didn't care as he grabbed Spider-Man by his leg and his head and pulled. It took Spider-Man a couple of seconds to realise what it was doing but then his back clicked and he quickly webbed the lizards snout shut before webbing to the ceiling above the generator and zipping out of the Lizards' distracted embrace. He stuck to the ceiling and rubbed his back, then he flexed about to click his back back into place. Eventually he was certain it was better and he looked back down to where the Lizard stood watching his with he steely gaze. He smiled as he saw the webbing still sticking to bits of his jaw where he hadn't torn it off completely.

"What now Sssssssspider-Man?" asked the Lizard from below, "Will you come down here and fight me? Or are you too chicken?" Spider-Man stared at him "Wow, a whole sentence without a s, must be like heaven huh?". He thought about the large gashes on his back and the damage down to his body already, then he considered the Lizards ignorance to any injury he may have received, if any. And only two words came to mind…  
"Fuck it" he said as he dropped quickly down onto the startled Lizard and punched him hard around the face. It was an instant knock out and the Lizard was out before he touched the ground. Spider-Man stood over him "Don't worry Doc, I'll get you back" he said loyally. But then the Lizards eye fluttered and its tail rose quickly and smashed into Spider-Mans chest.  
Peter was thrown through the air by the force, unable to stop himself. He quickly shot out two strands at the wall but the Lizard simply slashed through them. Spider-Man flew backwards, not knowing where he was headed. But the Lizards laugh told him a second before it happened. With the force of a train behind him he was thrown into one of the large generators. A huge explosion went off and ten thousand volts hit him like lighting and he screamed out as his burnt and broken body fell softly onto the floor.


	13. Chapter 13: Memories of hope

_ The cab pulled up to the curb. A bright yellow cab. The kind that glinted, even in the dull morning light. The view from the windows was just as dull. An average little house in an average little neighbourhood. But the boy didn__'__t have eyes for it anyway. Even if he had, he wouldn__'__t have been able to see through the tears that flowed from his puffy eyes. The right-hand back door of the cab slowly swung open revealing a boring looking social worker who swiftly got out. Stepping onto the pavement, she stretched her long arms before turning back to the taxi and the other passenger it contained. The little boy sat in a small ball, huddling his knees to his chest. She reached in and took a hold of his small shaking hand, slightly damp on the knuckles from rubbing at running eyes. He looked up into her kind face and she smiled slightly. __"__I know it doesn__'__t feel like it, but it__'__s going to be ok. I promise__"__ she said quietly. The boy smiled meekly, he trusted her, she had promised, but then he broke down into tears again. The social worker slowly sat back down in the cab and calmed the small child down again. Holding him to her and stroking his soft cheeks, wiping away the tears. She stepped out once again onto the cracked pavement, holding onto the hand of the small Peter Parker. It was such a tragic thing to have happened to someone so young, only four years old and already an orphan, but the world was full of tragedies and at a first glance, the social worker had known straight away that this ones life would be full of them. It was always the ones we hold close, that got taken the quickest. Through the tears that streamed down his cheeks and onto his shirt, he could see an intricate pattern on the drive way. At a happier time, he might have played a game on such little ideals. Maybe to avoid the lines as he walked to meet a friend, or to make sure to touch nothing but lines as he tightrope walked to meet his parents. But he would never again meet his parents. The fact that ate away at him more than any other he had ever known. He pulled his small suitcase along behind him. The little possessions that he had left. One wheel squeaked as it rolled along slowly. As the cab motored away Peter looked up to see his new home. His Aunt May and Uncle Ben stood on the porch smiling at him. He was happy at least to be staying with them, he had often come here before when his parents had been away. But those times had only been for a couple of days, weeks at the most. This would be different, he wouldn__'__t be going home after this. The couple smiled down at him as he approached. Ben Parker was older than his brother by quite a lot but he still looked much older than he really was. His hair prematurely greyed as was his wife__'__s. the social worker walked with him, calm and happy to go at a speed that suited him. She slowly lead the sobbing child up the wooden steps to where Uncle Ben extended his hand. Peter glanced up at the Social Worker questionably and she nodded back with an unsure smile. Peter looked back at the loving hand before him. Looked at the deep lines that snacked his uncles palm. And then he took it. He knew that Uncle Ben was a good man. And in that minute Uncle Ben vowed to treat him like the son he had never had. Aunt May took his other hand and squeezed it a little. Peter smiled at her. Uncle Ben and Aunt May silently lead Peter inside. As they crossed over the threshold, Peter turned, looked at the Social Worker, who smiled. He smiled back as the door slowly closed like a chapter of his life._

Spider-Man opened an eye. It was a slow and painful process and to him took a century. All over his body all he could feel was pain. Pain swamped his mind, pain washed over him in waves, pain zapped at random places on his body. He breathed in. his lungs burnt with the effort and he had to close his eyes again and focus all his attention on keeping his body alive. His back still smoked and many parts of his suit were completely burnt through. He flexed a finger gingerly and almost cried at the pain it caused. He coughed out some blood and then realised that his mask was still on. Now the smell of boiling blood mixed with burnt human skin and mixed in a cocktail of death. He heard a low, long hiss and opened his eyes again to find a large orange eye staring back at him, point blank. He would have jumped back in fright if he'd been able to but his body stuck to the ground as the Lizard sniffed at him. He thought to hold his breathe but was worried he would never start again. He didn't care anymore of what the Lizard would do to him. He couldn't stop it anyway. He had failed, he had lost, and he would now die. A heroes death.

But then a memory appeared in his mind. _A taxi pulling up at the house next to his. His Uncle walking over to greet the new neighbours friendly. The back door opening to reveal a young redhead. About the same age as peter himself. Stepping cautiously out onto the pavement and flicking back her long hair. All he had been able to see was her face. Cheeks almost as red as her hair in the light morning chill. Beautiful deep green eyes staring quizzically at her new surroundings and then focussing on the young be-spectacled boy watching her from the next door houses window. He had breathed in sharply. Turning to face his auntie she had looked down at him and smiled. __"__Aunt May__"__ he had said __"__Aunt May, is that an __**angel**__"__ Aunt May had looked shocked at him for a second before laughing __"__No Peter, that__'__s Mary-Jane Watson. Her family have moved to be with her Aunt Anna next door__"__ she smiled at him and he looked back out the window with wide eyes at the girl who now stood, heaving a large bulky suitcase out of the boot. __"__Mary-Jane Watson.. wow__"__ he whispered to himself. __"__Mary-Jane Watson__"_

Peter opened his eyes again. The Lizard was leaving. He coughed again and then slowly attempted to get up. His arms couldn't hold him up and his legs buckled under his weight. He fell hard back down on the ground and cried into his mask. He heard the Lizard come back to check him and suddenly felt as it aimed a kick into the side of his ribs. He yelped as he rolled across the floor. And again as a loud crunch came from his chest and he realised a rib had cracked. The Lizard laughed and then left the room. Spider-Man lay and felt sleep lulling him over. But he couldn't run that risk. He wasn't sure he'd ever wake up again. So he continued to struggle up and eventually he was sitting, although it took all the effort in the world not to just drop back onto his back and stay there for ever. He held his chest and got to his feet. But then a large screaming noise came from behind the wall he held onto and the whole room shook him back onto his back. He screamed as his rib rattled. And he lay still as the screaming continued. Eventually it went away and he chanced getting back up. He walked carefully towards the door but then he felt a rising form his stomach up to his throat and he quickly pulled off his mask before throwing up. He stood there like that, broken, burnt, sick, for almost two minutes before he crumpled once again onto his knees. They hurt as they landed on the hard stone floor but he didn't care.

He had hit rock bottom. He would never see Mary-Jane again, he would never see Aunt May again. Harry was gone, Norman Osborn was gone, and soon he would be too. If it hadn't been for the memories, he would give up now. But a little flame sat in his heart. And with each breathe, it grew larger, brighter, stronger. And suddenly he was on his feet. He had he mask back on. He was walking. He was running at the door. He was at the door. There was a movement at the edge of his vision and he was thrown back inside the room roughly. The Lizard walked back into the room and stared down at the man. In his reptilian brain he saw a pest, an annoyance that wouldn't leave. But in his humane parts he saw a strong, never quitting hero. And the reptilian parts recognised this too, eventually. And he saw potential. "You, Sssssssspider-Man. You are too ssssssstrong for me to kill, inssssssssssstead, you sssssshall be my ssssstrongessssst lizard yet!!" Spider-man sat he stared at him, he felt something was needed but all that cam out was.  
"God, that must have be hard with a lisp" he said randomly. The Lizard laughed.  
"Will you never learn? You cannot beat me, for I…like you, will never ssssstop!" Lizard said as he drew a long syringe out of his pocket. He grabbed the heroes hand and went to stab him with the syringe, but Spider-Man hadn't come all this way only to turn into a stupid gecko. At the last moment, he quickly pulled hard at his hand and although the Lizard didn't let go, he didn't have time to move his syringes course and instead of injecting the hand that was no longer there, he injected his own wrist.

The creatures eyes widened and he let go of Spider-Mans hand as he desperately pulled the syringe back out and attempted to pull his arm off as it formed rocky looking scales that spread quickly over his body. Now there were obvious changes happening, large thin spikes shot out from his back and a large horn out the top of his head. His eyes closed over as his forehead was pushed down and out into large weird crown shaped horns. His bottom jaw grew larger than his top and the teeth jutted out. His tongue split into a fork and stuck out down to him chest. His muscles grew larger than he head as his clothes were ripped from him. His claws grew to arms length on his arms and legs. And the tail was tipped with a large spike at each end. Peter could only watch in silent horror as the last of the creatures humanity was taken and it slowly grew in size until it could reach the roof on two feet. Luckily however, it crouched on all fours. The Mega Lizard stood on its hind legs and let out a gigantic roar that shook the room. It dropped back onto all fours and stared in Spider-Mans general direction.  
"Oh…great" said Spider-Man.


	14. Chapter 14: SpiderMan vs Mega Lizard

At the sound of Spider-Mans voice, the blind Lizard stared at him. Then it sniffed him. Spider-Man stood stock still. But the creature still smelt him and charged at him. Spider-Man zipped up at the roof and landed on the Mega Lizards back. The creature was oblivious to it and continued rampaging until it crashed head first into one of the large generators. It let out a large roar. "Oh, that's not gonna be good for Iron District"

At almost exactly the same time, J. Jonah Jameson was busy screwing in a light bulb in his office.  
"Jonah, I really think we should get an electrician" worried Robbie, holding the ladder.  
"Nonsense, electricians cost money, and anyway, I've done it before" argued Jonah.  
"yeah, and look at what happened to the carpet that time too" mumbled Robbie under his breathe.  
"Oh, stop whining and catch this" said Jameson as he dropped the used bulb into Robbie's hands. He quickly slid the bulb into place and then positioned the lampshade over the top. Robbie went to the switch and carefully turned it on. The light switched on. A nice bright bulb. "see, what did I tell you?" mocked Jameson as he sat down on the ladder. Suddenly, the light switched off, and then the electricity for the printing office, and then the whole building.  
"See, what did I tell you?" mocked Robbie. Jameson glared at the light bulb.  
"I'll go call an electrician"

Meanwhile, Spider-Man had come up with an idea, if the Mega Lizard was blind, and the generators could make it dizzy…well, you work it out. It had worked once already as he had steered it into another one, and there was one left. The lizard was having trouble standing now but it still charged after the invisible enemy. Suddenly, the screaming from behind the wall returned and the room shook. The Mega Lizard rooted itself to the spot to stop itself falling and Spider-man would have fallen off had he not stuck to the Mega Lizard himself with his feet. Then the screaming faded away and the room stood still, and Spider-Man realised what it was. The Mega Lizard suddenly turned around and charged at the wall but Spider-man pulled on its horn and it twisted and ran head first into the generator. It was such an explosion that the creature was thrown through the air and Spider-man had to jump of to avoid being crushed. The creature grabbed out irrationally and smacked Spider-Man full on the chest. He went flying into the wall and mortar rained down on him. The wall was weak and cracked threateningly. The Mega Lizard got up and charged at him but Spider-Man jumped easily jumped over him. The huge creature crashed into the wall and some bricks fell through. The Mega Lizard fell backwards in a spiral and lay still, facing away from the wall.

Spider-Man didn't waste time for it to get back up, he webbed each side of the head and as another scream faded away behind the wall, Spider-Man pulled the webbing till it was taunt. "Sorry Doc, but this is gonna hurt me more than you…" said Spider-Man, then, considering the action. "Ok, it isn't" he springed forwards at the lulling creature and hit it hard on the top jaw which separated from the bottom jaw with a large crack. The creature was thrown backwards through the wall and landed on the live rails on the other side. There was a burning smell and suddenly the Mega Lizard started shrivelling. Spider-Man couldn't believe what he'd just done and looked away, horrified. There was a bubbling sound and then all was silent. Cautiously, Spider-Man turned back to face what was left and was greeted with his science teacher. Dr. Curt Connors. He was unconscious and scratched all over, but he was human. And then there was a horrible pop and his right arm once again shrivelled into nothingness. "I'm so sorry professor. But I will get you better again"

Spider-Man grabbed the ruined jab coat and covered the professor up and then fireman carried him up the train track until they arrived at the nearest station. He then left him with some medics explaining that he had saved him from the lizards. Then he left.

He swung slowly to Mary-Jane's house. Developing a cold to add to his list of injury's. and when he got to her flat, he found he couldn't even talk. He thumped on her door desperately in the downpour that had developed and then when she opened it he fell inside straight down. She caught him and half walked-half carried him into the sitting room where she lay him quickly on the sofa. "What happened?" she asked, trying not to cry.  
"Lizards…my ribs…I…saved him" mumbled Peter through a tight throat. Mary-Jane looked at him.  
"We need to get you to a hospital…now" she decided.  
"NO!" cried out Peter as he moved in and out of consciousness "Can't show…Spider-Man" Mary-Jane nodded.  
"Ok Peter, we'll get you into some _normal _clothes then we **have **to get you to a hospital!"  
"Ok…Mary-Jane?" said Peter. Mary-Jane knelt down next to him.  
"Yes?" she asked  
"I..Love you" said Peter. He felt it was important to stress this, after what had happened and what he'd been through. She'd been the only thing keeping him going. Mary-Jane smiled back at him.  
"I love you too Tiger" she said as she ran to get some different clothes.


End file.
